DAFL – Data As Future Language

Bee-Relevant – License Agreement

For the use of DAFL.

Current Commencement Date : February 13th 2023

This License Agreement (this “Agreement” of this “License Agreement”) is made and effective as of Feb 13, 2023 (the “Commencement Date”) by “Bee-Relevant”, a company organized and existing in Belgium, with a registered address at Da Vincilaan 2, 1831 Machelen, Belgium (“Licensor”)

WHEREAS:
  1. A company (“Licensee”) wishes to obtain a license to use DAFL (hereinafter, the “Asset”),
  2. Licensor is willing to grant to the Licensee a non-exclusive, non-transferable License to use the Asset for the term and specific purpose set forth in this Agreement,

NOW, THEREFORE, in consideration of the foregoing, and of the mutual promises and undertakings contained herein, and other good and valuable consideration, the parties agree as follows: 
	1.1  “Agreement” means this License Agreement;
	1.2  “Licensor” means the entity (“Bee-Relevant”) granting rights to an Asset
	1.3  “Licensee” means the entity receiving and using those rights according to this agreement & SOW
	1.4  “Asset” means the Asset provided by the Licensor (“DAFL”)
	1.5  “Confidential Information” means information that
		 1.5.1  is by its nature confidential;
		 1.5.2  is designated in writing by Licensor as confidential;
		 1.5.3  the Licensee knows or reasonably ought to know is confidential;
		 1.5.4  Information contained in or relating to any Intellectual Property Rights of Licensor.

	2.1  Licensor grants to the Licensee a non-exclusive, non-transferable License for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement and SOW.
	2.2  User Access: The License shall be limited to the number of users specified in the SOW.
	2.3  Duration: The License shall commence on the Effective Date and continue for the term specified in the SOW. The License may be renewed in accordance with the Agreement and SOW.

	3.1  In consideration of the Licensor providing the License under Clause 2 of this License Agreement, the Licensee agrees to pay the Licensor the amount of the License Charge as specified in the SOW.
	3.2  Invoicing: License fees and any other applicable charges shall be invoiced by Licensor to Licensee in accordance with the SOW.

	4.1  The Licensee cannot use the Asset for purposes other than as specified in this Agreement and in SOW.
	4.2  The Licensee will not distribute, sell, license or sub-license, let, trade or expose for sale the Asset to a third party.
	4.3  No copies of the Asset are to be made other than as expressly approved by Licensor.
	4.4  The Licensee will provide technical and security measures to ensure that the Asset which the Licensee is responsible for is electronically secure from unauthorized use or access.
	4.5  Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.

	5.1  Account Registration. You must register for an account with us in order to place Orders or access or receive Software. Your registration information must be accurate, current and complete. You must keep your registration current so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your account. 
	5.2  Authorized Users. Only Authorized Users may access and use the Software. Some Software may allow you to designate different types of Authorized Users, in which case pricing and functionality may vary according to the type of Authorized User. You are responsible for compliance with this Agreement by all Authorized Users, including what Authorized Users do with your data, and for all fees incurred by Authorized Users (or from adding Authorized Users). All use of Software must be solely for the benefit of you or your Affiliates and must be within the Scope of Use.

	6.1  All Intellectual Property Rights over and with respect to the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership of the Asset.

	7.1  Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement or SOW.

	8.1  This Agreement will be construed by and governed in accordance with the laws of Belgium. The Parties submit to the exclusive jurisdiction of the courts of Belgium.

	9.1  Termination Rights: The Parties may terminate this License Agreement in accordance with the terms of the Agreement and SOW
	9.2  Effect of Termination: Upon termination of this License Agreement, Licensee shall cease using the Asset, and all outstanding fees shall become immediately due and payable.

	10.1  In consideration for the License grant described in this License Agreement, Licensee shall pay the yearly License fee as stated in SOW immediately upon execution of this Agreement and upon each anniversary date of this Agreement.
	10.2  The License fee and any other amounts payable by the Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which, if applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice.

	11.1 Licensor and Licensee both agree that the contract will continue in full effect from the date of signing till the time period mentioned in SOW. After this period, if either party wishes to renew the contract, they will have to create a separate contract with renegotiated terms and conditions.

	12.1 Once signed, all revised terms and conditions of the contract will be enforceable. 
	12.2 We may modify the terms and conditions of this Agreement from time to time, with notice to you or by posting the modified Agreement on our website. Together with notice, we will specify the effective date of the modifications. 
	12.3 Typically, when we make modifications to the main body of this Agreement, the modifications will take effect at the next renewal of your License Term and will automatically apply as of the renewal date unless you elect not to renew.

	13.1 Late payments from the Licensee may result in a late fee, which would be no more than 10% of the total payment, and accrues and compounds monthly. (For example, if the Licensee sends a payment that is two months late, a 20% late fee will be applied.)

	14.1 Licensee and Licensor both agree that they will abide by the rules of the law and will operate reasonably, ethically and, above all, legally. Each party will be liable on their end for staying compliant with the law.

	15.1 If the Licensor and Licensee enter into any disputes, they shall try to remedy the situation amicably, possibly with the help of a mediator or an unbiased party, in an attempt to reach a settlement. Failing to reach a settlement, they may seek legal recourse in a court of law in Belgium.

	16.1 This Agreement is the entire agreement between Licensee and the Licensor regarding the rights and usage of the DAFL platform and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Licensee and the Licensor with respect to the platform or any other subject matter covered by this Agreement. No provision of any purchase order or other business form employed by the Licensee will supersede or supplement the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.